TechNVision Ventures Ltd

Dear Shareholders,

Your Directors have pleasure in presenting their 44^th Annual Report and audited financials for the financial year 2023-24. The financial highlights of the Company are as follows:

Financial Results

(? in Lakhs)

Accounting treatment in preparation of Financial Statements

The Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 and other relevant provisions of the Companies Act, 2013.

State of Company Affairs

During the Period under review the revenue from operations is ? 1519.65 Lakhs. For the year ended on March 31,2024, the Company's Profit before tax stood at ? 78.50 Lakhs.

Dividend

Your Directors', keeping in view of the prevailing circumstances, have decided not to recommend payment of any dividend for the year.

Subsidiary Companies

The Company has three subsidiaries (apart from step down subsidiary companies) as on March 31,2024.

A Statement containing the details of the subsidiaries of the Company is appended as an Annexure to this Report.

1. SITI Corporation, USA

2. AccelForce Pte. Ltd., Singapore

3. 5Element Homes Private Limited

Step Down Subsidiaries

1. Solix Technologies Inc., USA

2. Emagia Corporation., USA

3. Solix Softech Private Limited, India (Subsidiary of Solix Technologies Inc., USA)

Business Areas

Our capacity to generate value within our portfolio companies has consistently been supported by our unique combination of abundant resources, extensive knowledge, and far-reaching networks. With a proven history of delivering inventive value-added solutions, we have refined an exceptionally successful approach that remains our primary execution strategy.

Our array of software products is designed to address distinct technical hurdles and can be purchased individually. Nevertheless, our product development and sales endeavors primarily concentrate on crafting solutions that empower businesses to enhance their cost-efficiency, flexibility, and productivity. Our product line is categorized into three main domains: Enterprise Data Management, Enterprise Cash Flow Management, and Enterprise Talent Management.

Enterprise Data Management: Embracing Digital Transformation and Harnessing Data's Power

In the landscape of business evolution, digital transformation stands as the guiding light, with data serving as its very core. Business leaders are awakening to the potential of digital technology to not only supercharge performance but also disrupt entire markets. Those who embark on this journey early hold the key to substantial competitive edge, while those who lag behind face an uphill battle for survival. The corporate drive to leverage the vast reservoirs of data generated through digital transformation is now more fervent than ever, aiming to deliver unparalleled customer experiences, streamline operations, and fuel greater revenue streams.

On a global scale, enterprises are turning their attention towards comprehensive enterprise data management solutions to power their digital transformation endeavors. Amidst all the technological advancements, the primary objective of digital transformation remains constant: to cultivate a culture of data-driven decisionmaking. Enterprises ascend to a higher level of competitiveness by capturing pivotal business events through data. These events encompass intricate activities drawn from diverse sources such as the web, customer systems, ERP transactions, social media, loT, streaming platforms, and even machine-generated data.

Through the real-time collection and processing of event-driven data, managers attain a heightened situational awareness, empowering them to make astute decisions with precision.

According to the market report released by the U.S., the enterprise data management market's size is projected in terms of USD Billion for the years 2020 to 2030. The global market for enterprise data management achieved a valuation of USD 89.34 billion in 2022 and anticipates a Compound Annual Growth Rate (CAGR) of 12.1% from 2023 to 2030. The expansion of this industry is attributed to several key factors, including the increasing adoption of parallel processing architecture, heightened emphasis on risk management, the progressive transition from manual to automated business operations, the exponential surge in data volume, and the escalating concerns regarding security. In response to the global crisis, organizations across the globe have increasingly relied upon enterprise data management providers for a diverse array of services and solutions. This trend is poised to persist in the foreseeable future.

This sector extends significant advantages to businesses and enterprises by furnishing cohesive integration with consuming applications, meticulous data oversight, elevated levels of transparency, and adept support for ongoing regulatory frameworks and compliance measures. The surging demand for seamless data integration and advanced visual analytics has been instrumental in propelling the industry's growth trajectory.

Through the facilitation of real-time analysis, the incorporation of Artificial Intelligence (AI) within cognitive media solutions, such as whiteboard videos and animations, empowers the instantaneous synthesis of data to enable efficacious decision-making. Furthermore, vendors are introducing Al-driven products aimed at bolstering the AI capabilities of analytics. Consequently, numerous enterprises are integrating business analytics software into their operational frameworks to achieve dynamic representations of data.

In the realm of IT, digital technology is orchestrating a profound shift from its traditional role of mere cost control to one of strategic empowerment and innovation. This transformation is elevating digitalization to the zenith of priorities for enterprise Chief Information Officers (CIOs). Leading the charge in the digital revolution, companies are witnessing their IT teams evolve into pivotal partners, enabling the realization of desired outcomes. It's pivotal to recognize that the crux of digital transformation lies less in the technologies themselves and more in the transformative effects they wield over processes, productivity, customer experiences, and the identification of competitive prospects.

The World's Total Data Volume Source: IDC, compiled by the Chinese Institute of Electronics, quoted from Ten Major Trends of the Global Digital Economy, 2018.

Businesses are resolutely embracing digital technology with the overarching aim of instilling a data-driven ethos. Nevertheless, a contemporary approach is imperative to manage the escalating volume, diversity, and rapidity of the influx of new data, along with the substantial computational resources essential for its processing. The unchecked proliferation of data can swiftly shift the promise of digital transformation into a predicament, as the unparalleled growth of data is intrinsically linked to this ongoing revolution.

This data surge stems from the dynamic redefinition of enterprise data. While structured data residing in Enterprise Resource Planning (ERP) and Customer Relationship Management (CRM) systems remains pivotal, the ascendancy of unstructured data is notable. In the contemporary landscape, a significant portion— approximately 80%—of "enterprise data" constitutes unstructured data, encompassing documents, text, CSV files, audio, video, online click streams, social media posts, and logs from Internet of Things (IoT) devices. Consequently, every organization today finds itself enveloped in a wealth of data, a promising harbinger for the success of their missions, as data lies at the nucleus of the digital revolution and stands as a cardinal ingredient in the triumph of digital transformation.

However, the exponential surge in data volume poses challenges, potentially inundating organizations that lack preparedness. This scenario can culminate in escalated storage and maintenance costs, compromised application performance and availability, and intricacies in data access, privacy, and regulatory compliance. While data deletion might seem a solution for managing data growth, it often clashes with the demands of business operations, legal obligations, and compliance standards, which increasingly necessitate real-time access to comprehensive information over extended periods. Mismanagement of these demands can impede the success of Data Transformation initiatives.

Rising Trend of Embracing Cloud Solutions

The ongoing surge in the adoption of cloud-based solutions is playing a pivotal role in propelling overall industry growth. This trend spans across businesses of varying scales - from large corporations to medium and small enterprises - owing to the enticing combination of cost-effectiveness and on-demand scalability presented by cloud technology. Cloud deployments are swiftly emerging as the favored choice, attributed to their rapid deployment capabilities, seamless data access across diverse locations, adaptable storage expansion as per requirements, and considerably lower support and maintenance costs compared to traditional on-premise setups.

Enterprise Cash Flow Management

In the realm of business vitality, cash flow reigns supreme. In the present landscape, corporations are confronted with significant pressures to optimize the performance of their receivables. Often referred to as trade credit, receivables stand as the most economically sound means to expedite cash flow.

However, the challenge lies in the timely accessibility of information pertaining to receivables, especially when it is dispersed across various disconnected systems. The intricate web of disjointed manual processes further exacerbates the complexity, hindering finance executives from effectively assessing credit risk and the efficiency of collections.

The realm of efficient receivables management extends beyond mere transactional processes. It encompasses the judicious management of credit policies and the automation of credit-to-cash workflows. This, in turn, amplifies the efficiency of a company's cash conversion operations. By expediting revenue cycles and strategically minimizing credit constraints, the intrinsic value of the company is maximized, ushering in enhanced financial vigor.

Enterprise Talent Management

We are committed to fortifying our technological prowess and expertise in technology and IT-focused recruitment automation and services. By combining our cutting-edge technology solutions with Recruitment Process Outsourcing (RPO) services, we augment the value proposition for talent management and staffing organizations. Our strategic vision revolves around reinforcing our technology-driven recruitment process outsourcing services, with a dedicated focus on serving our clientele in North America.

Within our portfolio of professional services lies a diverse array of consulting offerings, encompassing critical areas like systems planning, design, installation, and seamless integration, all underpinned by our comprehensive suite of products. Our professional services are available both during the initial implementation of our products and on an ongoing basis, ensuring our clients' evolving needs are met. Our robust network of resellers, professional service providers, and system integrators plays a pivotal role in product deployment, bolstering our capabilities and amplifying the technical expertise available for delivering the full spectrum of professional services necessary for product deployment.

To cater to the diverse requirements of our expansive customer base, we present an array of software support and maintenance options. These comprehensive support plans include around-the-clock coverage, available seven days a week, every day of the year, to cater to the global demands of our customers. Our robust support infrastructure spans the globe, with major support centers strategically located in Santa Clara, California, USA, and Hyderabad, India, supplemented by our extensive reseller network.

In addition to our geographically dispersed support teams, we offer an accessible customer support website designed to empower our clients. This platform enables streamlined service request submissions, offers confirmations upon request receipt, and provides real-time updates on the status of these requests. Our customer support website is not only a hub for service-related interactions but also a comprehensive resource for accessing our support protocols, escalation channels for updates, and up-to-date information about our products.

Consolidated financial statements

In compliance with Indian Accounting Standards (IND AS) 110 on consolidated financial statements read with Indian Accounting Standards(IND AS) 28 on Accounting for Investments in Associates and Section 129(3) and other relevant provisions of Companies Act 2013, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended on March 31,2024, which form part of this Annual Report

Board Meetings: During the financial year 2023-24, 6 (Six) Board Meetings were held.

The dates on which the Board meetings were held 10^th May, 2023, 30th May, 2023, 14^th August, 2023, 04^th September, 2023, 14^th November, 2023, and 14^th February, 2024.

The attendance record of the Directors at the Board Meetings held during the financial year 2023-24 and at the 43^rd Annual General Meeting held on 29^th September 2023 is as given here under:

Audit Committee

During the Financial Year 2023-24, Audit Committee met Six times. The maximum time gap between any two meetings was not more than four months. The Audit Committee meetings were held 10^th May, 2023, 30^th May, 2023, 14^th August, 2023, 04^th September, 2023, 14^th November, 2023, and 14^th February, 2024.

The Composition and attendance of members at the Committee meetings is given here under.

There is no such incidence where Board has not accepted the recommendations of the Audit Committee during the year under review.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Company comprises Three Non-Executive Directors as members. 2 of them are Independent Directors. During the year 2023-24, the Nomination and Remuneration Committee has met on 14^th August, 2023 and 14^th February, 2024.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee consists of Two Non-Executive Directors and One Executive Director.

During 2023-24, the Committee has met on 30^th May, 2023, 14^th August, 2023, 14^th November, 2022, and 13^th November, 2024.

Composition of the Stakeholders Relationship Committee and the details of meetings held and attended by its members are given below:

Directors Responsibility Statements as required under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the Annual Accounts for the year ended on 31^st March, 2024, the applicable Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and that there are no material departures from the same;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2024 and of the profit for the year ended on that date;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv. the Annual Accounts for the year ended on 31^st March, 2024 have been prepared on a going concern basis.

v. the Directors had laid down Internal Financial controls to be followed by the company and that such internal Financial controls are adequate and were operating effectively.

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating efficiently.

Statement of Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013

The Independent Directors have submitted the declaration of independence, as required under Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6).

Statement of Particulars of Employees pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

There were no employees, who employed throughout the relevant financial year and in receipt of remuneration, in aggregate, exceeding ? 1.02 Crore (Rupees One Crore and Two Lakhs) per year or ? 8.50 Lakhs (Rupees Eight Lakhs and Fifty Thousand) per month, if employed for a part of the relevant financial year.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of following 3 Directors namely Dr. Ananda Prabhu Valaboju Kesari, Mr. Venkata Satya Suryanarayana Raju Chiluvuri and Mr. Sai Gundavelli as members.

Separate meetings of the Independent Directors

The Independent Directors met once on 14^th February, 2024, to discuss, inter alia:

• Review the performance of Non-Independent Directors and the Board of Directors as a whole;

• Review the performance of the Chairperson of the company;

• Assess the quality, content and timeliness of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

Performance evaluation criteria for Independent Directors

The performance of Independent Directors is evaluated annually on the following parameters:

• Understanding of the company's business as well as the markets and industry it operates in

• Effective usage of the experience brought to the board

• Level of involvement and participation in the meetings as also in the affairs of the company

• Engagement with other directors and senior leadership of the company.

Brief description of terms of reference:

- Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board for their appointment and removal;

- Carry on the evaluation of every Director's performance; formulation of the criteria for determining qualifications, positive attributes and independence of a Director;

- Recommend to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

- Formulation of criteria for evaluation of Independent Directors and the Board;

- Devising a policy on Board diversity; and

- Any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objectives of the Policy

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified to become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Company's size and financial position and trends and practices on remuneration prevailing in peer companies.

3. To carry out evaluation of the performance of Directors.

4. To provide them rewards linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

Corporate Governance

Your Company continues to place greater emphasis on managing its affairs with diligence, transparency, responsibility and accountability and is committed to adopting and adhering to best Corporate Governance practices. The Board considers itself as a trustee of its shareholders and acknowledges its responsibilities towards them for creation and safeguarding their wealth. The Company has set itself the objective of expanding its capacities.

As per the provision of Regulation 15(2) of the Listing Regulations, Compliance with Corporate Governance provisions as specified in the regulations 17 to 27 and clause (b) to (i) of Regulation 46(2) and para C, D and E of Schedule V shall not apply to listed entites having paid-up equity share capital not exceeding ? 10 Crores and net worth not exceeding ? 25 Crores as on the last date of previous financial year. The Company being falling under the specified limits of above regulation, requirement of giving Corporate Governance report in Annual Report as per the Para C of the Schedule V is exempted.

Particulars of Contracts or Arrangements with Related Parties Referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013

During the period under review, all transactions entered into with the related parties as defined under the Companies Act, 2013 were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The Company is exempted from Regulation 23 of SEBI (LODR) Regulations, 2015 and hence the Company is not mandated to seek approval from members for entering into transactions which are material in nature. The details of related party transactions are mentioned in AOC-2, which is enclosed as Annexure I to this Report. Also suitable disclosure as required by the Indian Accounting Standards (Ind AS 24) has been made in the Standalone Financial Statement, which is forming part of the Annual Report.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature. A statement of all Related Party Transactions is placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. There were no particulars of contracts or arrangements with related parties referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013, which are not on an arm's length basis.

Annual Return

A copy of the Annual Return of the Company for the Financial year 2023-24, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company's website https://www.technvision.com/annual-returns.htm (Annual Return 2024).

LISTING WITH STOCK EXCHANGES

The Company has paid the Annual Listing Fees for the year 2023-24 to the Exchange where the Company's shares are listed i.e. the BSE Ltd (‘BSE').

MAINTENANCE OF COST RECORDS

Maintenance of cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.

The conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Section 134(3)(m) of the Companies Act, 2013 (Act) read with the Companies (Accounts) Rules, 2014

Information with respect to conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 is prepared and the same is enclosed as Annexure - II to this Report.

Risk Management Policy

The Company had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures laid down to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

Mechanism for Evaluation of Board

Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and the Individual Directors.

A) Criteria for evaluation of Board of Directors as a whole

i. Identifying, Defining and Extent of realising the corporate objectives.

ii. Regular monitoring of plans and Corporate results against projections.

iii. Direct, monitor and evaluate Key managerial personnel, Senior officials.

iv. Review of company's ethical conduct.

v. The flow of information to board members and between board members.

vi. Identify, monitor and mitigate significant corporate risks.

B) Criteria for evaluation of the individual Directors

i. Leadership and stewardship abilities.

ii. Ability to contribute by introducing best practices to address top management issues;

iii. Assess policies, structures and procedures.

iv. Review of strategic and operational plans and objectives.

v. Statutory compliance & Corporate governance.

vi. Attendance and contribution at Board/Committee meetings.

Details of loans, guarantees and investments

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, read with the Companies (Meetings of Board and Its Powers) Rules, 2014 are given in the Notes to the Financial Statements forming part of this Annual Report.

Mr. Sai Gundavelli (DIN. 0178777), Director, retire by rotation and being eligible offers himself for reappointment at the ensuing Annual General Meeting.

Details of Directors or Key Managerial Personnel, who has been appointed or resigned during the Year

As on the even date of this report, Dr. Rafiq Kossamally Dossani (DIN. 01229693) has resigned from the Board, having completed his two consecutive five-year terms in accordance with Section 149 of the Companies Act, 2013, effective from 25.06.2024. There is no other material reason other than the above for his resignation.

Deposits

The Company has not accepted any deposits from the Public covered by the provisions of Section 73 of the Companies Act, 2013.

Corporate Social Responsibility (CSR)

During the period under review, the provisions of Section 135 of the Companies Act, 2013 w.r.t. Corporate Social Responsibility are not applicable to the Company.

Compliance with Secretarial Standards on Board and Annual General Meetings

The Company has complied with Secretarial Standards 1 & 2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

Statutory Auditors

M/s. Ramu & Ravi., Chartered Accountants (Firm Registration No. 006610S) have been appointed as statutory auditors of the company at the 42^nd Annual General Meeting held on 29.09.2022 and they are holding the office of the auditors up to the conclusion 47^th Annual General Meeting.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. JRA & ASSOCIATES LLP, Hyderabad, Practicing Company Secretaries to undertake the secretarial audit of the company. The Secretarial Audit Report is annexed herewith as ‘Annexure - 111'.

i. Independent Auditors Report:

The Notes to Accounts forming part of Annual accounts are Self-Explanatory and need no further explanation. There are no qualifications/remarks raised in Auditors Report requiring clarification.

ii. Secretarial Audit Report:

There are no qualifications/remarks raised in Secretarial Auditors Report requiring clarifications or explanations.

Disclosure Requirements

Policy in dealing with related party transactions, whistle blower policy, prevention of sexual harassment of women at workplace are available on the company's website: http://www.technvision.com.

Vigil Mechanism

The Board of Directors has adopted a Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the Audit Committee in exceptional cases.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - IV to this Annual Report.

Internal Control Systems and their adequacy

The Company has an adequate internal control system commensurate with the size and complexity of the organization. The Company has undertaken a comprehensive review of all internal control systems to take care of the needs of the expanding size of the Company and also upgraded the IT support systems. A system of internal audit to meet the statutory requirement as well as to ensure proper implementation of management and accounting controls is in place. The Audit Committee periodically reviews the adequacy of the internal audit functions.

State of Affairs of the Company

The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.

Change in the nature of business

There is no change in the nature of business of the Company.

The details of significant and material orders passed by the Regulators or Courts or Tribunals impacting the Going Concern status and company's operations in future

No Significant and material orders have been passed during the year by the Regulators or Courts or Tribunals impacting the Going Concern status and company's operations in future.

Material changes and commitments

There are no Material changes and commitments in the business operations of the Company from the financial year ended on 31 March 2024 to the date of signing of the Director's Report.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended on 31 March 2024, the Company has not received any Complaints pertaining to Sexual Harassment from anyone.

Acknowledgement

Your Directors wish to place their sincere appreciation for the support and co-operation that the Company has received from its Shareholders, Bankers, Customers, Suppliers, Stockists, Selling Agents, Central and State Governments, various Statutory Authorities and others associated with the Company.

Your Directors also wish to place on record their appreciation of all employees at all levels for their commitment, hard work and dedicated support.